Form 401 – Statement of Change of Registered Office/Agent

Jurisdiction: Country: United States | Province/State: Texas

What is a Form 401 – Statement of Change of Registered Office/Agent?

Form 401 is the Texas filing you use to update your registered agent or registered office. It applies to entities that file with the Texas Secretary of State. That includes corporations, LLCs, LPs, LLPs, professional entities, and foreign entities registered in Texas.

The registered agent is the point of contact for legal papers. The registered office is the physical Texas address where those papers get delivered. This form updates one or both. You can change the agent, the office address, or both at the same time.

You must always keep a registered agent and a registered office in Texas. They ensure you receive lawsuits and official state notices. If your agent or address changes, you need to tell the state. Form 401 is the direct way to do that.

Who typically uses this form?

\Owners and managers of filing entities often use it. That includes founders, corporate officers, managers of LLCs, and general partners of LPs. In many firms, the in-house administrator files it. Outside counsel or a third-party service can do it as well. The signer must be an authorized representative of the entity.

Why would you need this form?

There are many reasons. You might move your principal operations and want a new registered office. You might switch from an individual agent to a professional service. Your current agent may resign, retire, or stop serving. You may want a more reliable address for service of process. Or you might centralize registered agent services across states. In each case, Form 401 updates the state record so legal papers reach you.

Typical usage scenarios look like this. You hired a new registered agent service and need to replace the old agent. You moved your office to another Texas city and need to update the registered office. Your long-time office manager served as an agent and is leaving the company. Your agent’s company merged and changed names, and you want clarity in state records. You received misdirected legal mail and want a service with better delivery. In each situation, this filing keeps your information accurate and current.

Form 401 is short, but it matters. It ties your legal address for service to the right person and location. That prevents missed lawsuits and lost notices. It is a simple way to protect your standing and reduce risk.

When Would You Use a Form 401 – Statement of Change of Registered Office/Agent?

You use Form 401 when your registered agent or registered office in Texas changes. The form covers both domestic and foreign filing entities. If the change affects only the address, you still file this form. If the change affects only the agent, you also file this form. You can make both changes at once to keep things simple.

Here are practical situations. You hired a professional registered agent after years of using an employee. The new agent provides a Texas street address and accepts service all day. You need to update the agent’s name and the registered office to that address. Form 401 does that in one filing.

You relocated your operations within Texas. Your registered office must be a Texas street address. It must be where the agent can receive service during business hours. You need to switch the registered office to your new location. If your agent stays the same, you still file Form 401 to update the address.

Your previous agent resigned. Agents can resign in Texas. That creates a gap in coverage after a short period. You need a new agent and an address on file as soon as possible. You name the replacement with Form 401. This avoids missed service and potential default judgments.

Your agent changed names due to a rebrand or merger. You want the public record to match the agent’s current name. You can file Form 401 to update the agent’s name to the new legal name. You can do this even if the office address stays the same.

You expanded into Texas as a foreign entity. You initially appointed an agent for registration. Later, you prefer a different service due to response time or cost. You file Form 401 to update your Texas registered agent and office.

You had delivery issues with the current agent. Service attempts failed, or mail was not forwarded promptly. You want a reliable address with consistent coverage. You switch agents and offices using Form 401.

You conducted a compliance review. You noticed your registered address still lists a former office. The agent is still correct, but the address is not accurate. You use Form 401 to update the registered office details.

In short, use Form 401 any time your Texas registered agent or registered office changes. File it quickly. That keeps your public record accurate and your legal notices deliverable.

Legal Characteristics of the Form 401 – Statement of Change of Registered Office/Agent

Form 401 is a formal state filing. It updates the public record for your entity. It is legally binding because Texas law requires every filing entity to maintain a registered agent and a registered office in Texas. The state relies on these records to deliver lawsuits and official notices. Courts rely on them for service of process. When you file Form 401, you change the official service address on record. The state treats that change as controlling.

Enforceability rests on a few things. The filing must come from an authorized person. The form must identify the entity by its exact legal name and state file number. The registered office must be a physical street address in Texas. A P.O. Box alone does not meet the requirement. The registered agent must consent to serve. You provide a statement that the agent has consented. This consent is important. It ensures the agent knows and accepts the duty to receive service.

You are responsible for accuracy. If you enter the wrong agent or address, service may still be deemed effective. You risk not receiving lawsuits and state notices. That can lead to default judgments or fines. Filing the form does not shift your duty to monitor your registered agent. You should confirm the agent’s process for delivery and mail forwarding.

There are also compliance implications. Failing to maintain a registered agent and office can trigger administrative actions. Your entity’s registration or existence can be suspended or terminated. You can also face delays in securing certificates of fact or good standing. If you fix the record promptly, you reduce those risks.

You can choose an individual or an organization as your agent. The agent must be a Texas resident or an organization authorized to do business in Texas. The agent’s business office must be the same as the registered office address. The entity itself cannot serve as its own registered agent. But an officer, director, manager, member, or partner can serve as the agent.

The filing becomes part of your public record. Anyone can see your registered agent and office. Choose an address that can reliably accept service. Ensure someone is available during normal business hours. These details affect how courts and plaintiffs reach you.

In short, Form 401 has real legal weight. It controls where and to whom the service goes. Keep it accurate. Ensure the agent has consented. That way, you receive notice and can respond on time.

How to Fill Out a Form 401 – Statement of Change of Registered Office/Agent

Follow these steps. Keep your information exact and current. Have your new agent’s consent ready before you start.

1) Confirm your entity details

• Look up your exact legal name on the Texas records. Use the exact spelling and punctuation.
• Locate your Texas file number. You will enter it on the form. This helps the state match your record.

2) Choose what you are changing

• Decide if you are changing the registered agent, the registered office, or both.
• If you are changing both, one filing covers both updates.

3) Identify the new registered agent

• Select the agent type: individual or organization.
• The individual must be a Texas resident. The organization must be authorized to do business in Texas.
• The entity itself cannot be the agent. An officer, manager, member, or partner may serve as an individual agent.
• Get written consent from the agent. You can keep this in your records. You should not list an agent who has not consented.

4) Confirm the registered office address

• Enter a Texas street address where the agent can receive service. Do not use a P.O. Box.
• Make sure someone is available during normal business hours at this address.
• The registered office must be the agent’s business office. The two addresses must match.

5) Obtain agent consent

• Secure the agent’s consent in writing. You may use a separate consent document.
• Keep the consent with your company records. Do not assume consent. Confirm it.
• On the form, you will include a statement that the agent has consented.

6) Complete the entity information section

• Enter the entity’s exact legal name and Texas file number.
• Confirm the current registered agent and office on record if requested by the form.
• Indicate the change you are making: agent, office, or both.

7) Complete the registered agent section

• If naming an individual, enter the person’s full legal name. Avoid nicknames.
• If naming an organization, enter the exact legal name. Match the organization’s Texas records.
• Make sure you do not list the entity itself as the agent.

8) Complete the registered office section

• Enter the new Texas street address. Include suite or unit numbers.
• Double-check the city, state, and ZIP code. Confirm the address is serviceable.
• Avoid virtual offices that do not maintain physical presence during business hours.

9) Add the agent consent statement

• The form includes language stating the agent has consented. Check that box or add that statement.
• This statement signals to the state that you secured consent.

10) Choose the effectiveness of filing

• You can choose effectiveness upon filing or a delayed effective date.
• If you select a delayed date, choose a date within a reasonable future window.
• If you need coverage during a transition, plan the effective date carefully.

11) Prepare the signature

• The signer must be an authorized representative of the entity.
• For a corporation, an officer can sign. For an LLC, a manager or member can sign, as applicable.
• For a limited partnership, a general partner signs. For an LLP, a partner signs.
• Use a legible signature. Print the signer’s name and title. Add the date.

12) Attach any necessary addenda

• If you need more space for names or addresses, add an attachment.
• If you choose to file the agent’s written consent, attach it as an optional exhibit. Keep a copy.
• Label any attachments clearly so they match the form fields.

13) Calculate the filing fee

• Most entities pay a modest fee. Nonprofit entities typically pay a reduced fee.
• Have your payment method ready. Ensure the amount matches your entity type.
• If you need faster processing, be ready to pay an expedited fee.

14) File the form with the state

• Submit the completed form and payment to the Texas Secretary of State.
• You can usually file by mail, in person, or through available electronic channels.
• Keep proof of submission. If you are on a deadline, consider expedited processing.

15) Track confirmation

• Watch for your evidence of filing. This is your confirmation of acceptance.
• Check the public record to confirm that the new agent and office display correctly.
• If you spot an error, contact the state promptly to correct it.

16) Notify stakeholders

• Tell your former agent about the change. This helps avoid misdirected mail.
• Notify your team, outside counsel, and any key vendors who send legal notices.
• Update your internal records and compliance calendars with the new details.

17) Maintain ongoing compliance

• Ensure the registered office is staffed during business hours.
• Verify the agent’s forwarding process and delivery timelines.
• Review this information during annual maintenance. Update it again if anything changes.

Practical tips help avoid issues. Match all names to the state record exactly. Confirm that the agent’s business office is at the same address you list. Do not use a P.O. Box as the registered office. Secure agent consent before you file. Check the signature block for the correct authorized signer. Choose an effective date that avoids gaps in coverage.

If your agent resigned, act quickly. Appoint a new agent and file Form 401 as soon as you can. If you are switching services across many states, confirm each state’s unique rules. For Texas, the registered office must be a physical Texas address. Keep your consent document and a copy of the filed form in your records. Review them during annual compliance checks.

Done well, this filing is simple. It takes clear information, proper consent, and a correct signature. Once accepted, your state record reflects the new contact for service. That keeps your legal mail flowing to the right place and helps you respond on time.

Legal Terms You Might Encounter

• Registered agent means the person or company you name to receive legal documents for your entity. You use Form 401 to change that agent. You can also use it if your current agent’s name changes.
• Registered office means the physical street address in Texas where your registered agent is available during normal business hours. It is not a P.O. Box. You list the new address on Form 401 if you move the registered office.
• Consent of registered agent means the agent agrees to serve at the new address or under a new name. You must confirm consent when you file. Without consent, your filing can be rejected.
• Entity name is your exact legal name on file with the state. Enter it exactly as registered, including punctuation and entity suffix. A mismatch can delay processing.
• State file number is the unique identifier assigned to your entity when it was formed or registered. You include this number on Form 401. It helps the filing office match your change to the correct record.
• Effective date is when the change becomes legally active. You can choose the date of filing or a delayed date. A delayed date gives you time to coordinate a move or notify stakeholders. If you leave it blank, the change takes effect on filing.
• Authorized person means the individual who signs Form 401 on behalf of the entity. That can be an officer, manager, member, partner, or another authorized agent of the entity. The registered agent can also sign to accept the appointment if required. Make sure the signer’s title reflects their authority.
• Service of process means legal notices, like lawsuits or subpoenas, sent to your registered agent. Keeping the registered agent and office current ensures you receive these documents on time. Form 401 is how you keep that line of communication open.
• Mailing address versus registered office means two different things. Your mailing address can be a P.O. Box. Your registered office cannot. On Form 401, you must provide a physical Texas street address for the registered office, even if you receive mail elsewhere.
• Resignation of the registered agent is a separate action when the current registered agent steps down. If your agent resigns, you must appoint a new one. You use Form 401 to designate the replacement and the new office.

FAQs

Do you need your registered agent’s consent before you file?

Yes. You must confirm that the agent agrees to serve at the listed address. If you switch agents, get written consent before filing. If the agent’s name changed, confirm the agent acknowledges the updated name and contact details.

Do you have to change both the registered office and the registered agent?

No. You can change either one or both. Use Form 401 to update the office address, the agent’s name, or both items together. Keep the agent name and office aligned. Do not list an agent at an address where the agent is not available.

Do you need a physical street address for the registered office?

Yes. The registered office must be a physical Texas street address where the agent can accept delivery during normal business hours. Do not list a P.O. Box as the registered office. If your agent offers a suite or unit number, include it.

Do you need to file a separate form for each entity you manage?

Yes. Each entity keeps its own record. If you oversee multiple entities, file one Form 401 per entity. Confirm each file number and entity name to avoid cross-record errors.

Do you need to update any other records after you file?

Yes. Update your internal records, annual report profiles, licenses, permits, tax accounts, banks, insurers, and key contracts. Some contracts tie notices to the registered agent or office. If you miss an update, notice that delivery can fail.

Do you get confirmation after filing?

Yes. After acceptance, you receive confirmation from the state filing office. Save the stamped or acknowledged copy with your minute book or digital records. Provide a copy to your registered agent and compliance team.

Do you need to pick an effective date?

You can. If you want the change to take effect on a future date, you can request a delayed effective date on the form. This helps you coordinate a move or complete internal approvals. If timing is not an issue, choose effectiveness on filing.

Do you need to list your own address if you are the agent?

Yes. If the entity appoints you as its registered agent, list your Texas street address as the registered office. Make sure you can receive documents there during normal business hours. If your availability changes, update the address promptly.

Checklist: Before, During, and After the Form 401 – Statement of Change of Registered Office/Agent

Before signing

• Confirm the entity’s exact legal name as registered with the state.
• Locate the entity’s state file number.
• Decide what you will change: agent, office, or both.
• If switching agents, obtain the new agent’s consent in writing.
• Verify the registered office is a Texas street address.
• Confirm the agent’s availability during normal business hours.
• Align your effective date with lease start dates or operational timelines.
• Review your governing documents for any internal approval steps.
• Prepare the signer’s name and title. Confirm their authority to sign.
• Gather a current mailing address if you plan to maintain a separate mailing address.
• Plan your filing method and fee payment method.
• Create a list of downstream updates for after acceptance.

During signing

• Check the entity name and file number for exact matches.
• Confirm the registered agent’s full legal name, not a nickname.
• Enter the registered office street address, including suite or unit number.
• Avoid P.O. Boxes for the registered office.
• Verify any delayed effective date, if you choose one.
• Confirm the consent statement is accurate and complete.
• Ensure the signer’s title reflects proper authority (officer, manager, member, partner, or authorized person).
• If the registered agent must sign, collect that signature as required.
• Review the form for omissions, initials, and dates.
• Ensure the form is legible if you handwrite it. Use black ink and block letters.
• Keep a copy of the completed form before you submit.

After signing

• File the form with the state filing office by your chosen method.
• Pay the applicable filing fee using an accepted payment method.
• Track the filing confirmation or acknowledgment.
• Save the acknowledged copy with your corporate records.
• Share a copy with:
• Your registered agent
• Internal legal and compliance contacts
• Accounting or billing teams that handle annual fees
• Update related records:
• Business licenses and permits
• Tax accounts and annual report profiles
• Banking, credit, and insurance files
• Contracts that reference notice provisions
• Vendor and customer master records, if required by contract
• Update your website footer, letterhead, and standard contract templates if they list the registered agent or office.
• Add a reminder to verify the information in your next annual compliance review.

Common Mistakes to Avoid

• Don’t forget to obtain agent consent. Filing without consent can lead to rejection. It also risks a gap in the service process if the agent later declines.
• Don’t list a P.O. Box as the registered office. The filing office will not accept it. This can delay your change and create notice problems if delivery fails.
• Don’t mismatch the agent and office. The agent must be available at the listed Texas street address. If the agent is elsewhere, you can miss legal notices.
• Don’t use the wrong signer or title. If the signer lacks authority, the filing can be rejected. Even if accepted, an unauthorized signature can invite internal governance issues.
• Don’t ignore timing. If you move offices before the filing is effective, you can miss service of process at the old address. Use a delayed effective date or file early enough to prevent gaps.

What to Do After Filling Out the Form

1. Submit the filing. Choose the filing channel that fits your timing and record-keeping needs. Ensure the form is complete, signed, and legible. Include the correct fee. Keep proof of submission.
2. Monitor acceptance. Watch for confirmation from the state filing office. If you do not receive acknowledgment within the expected time, follow up. Do not assume acceptance. Keep a copy of the accepted filing with your entity records.
3. Notify your registered agent. Send the accepted filing to the agent. Confirm the agent’s contact details and operating hours. Ask the agent to update internal routing to align with your notice procedures.
4. Update your compliance calendar. Note the effective date, the new address, and any recurring obligations. If the move triggers updates to licenses or permits, assign owners and due dates.
5. Refresh your legal documents. Update standard contracts, notice clauses, and form templates. If counterparties need formal notice of the change, send notices under the contract’s notice provision. Keep proof of delivery.
6. Coordinate with finance and insurance. Notify banks, card issuers, lenders, and insurers. Many institutions require a current registered agent and office on file. An outdated address can hold up claims, draws, or approvals.
7. Update public and regulatory profiles. Review agency portals where your entity maintains an address of record. Align the registered agent and office with the accepted filing. If required, update separate mailing addresses.
8. Communicate internally. Tell leadership, operations, customer support, and sales. Make sure anyone who handles legal mail knows where notices go and who receives them.
9. Plan for corrections if needed. If you spot an error after filing, act quickly. You can submit a corrective filing or file a new change. Keep documentation that explains what changed and why. Ensure the registered agent remains available during the transition.
10. Document and store records. Keep the accepted filing, agent consent, and all notices in your minute book or digital record system. Use consistent naming and retention policies. This helps during audits, diligence, and renewals.
11. Prepare for future changes. If you expect another move or agent change, schedule time to plan. Consider the effective date, lease terms, and notice windows in your key contracts. Repeat the same checklist so you do not miss steps.